1. Scope of Agreement. This agreement covers, and the "web application" includes, the computer programs offered as The QuESt™ Learning Design System, their accompanying user documentation, and any related computer programs, documentation and information subsequently provided by Pinnacle Courseware, Inc..

2. License. Pinnacle Courseware, Inc., grants to you a non-exclusive, non-transferrable License to use the web application object code from on One Computer System. The "One Computer System" must be a single user computer unless you have paid the appropriate License fee to Pinnacle Courseware, Inc., for use of the web application on any other system. You specifically agree not to:
          a. COPY. Make any copies of any computer program contained in the web application on the Computer System, and not to make copies of all or any part of the user documentation.
          b. DISSEMINATE. Provide or disseminate all or any part of the web application to any other person.
          c. MODIFY OR REVERSE ENGINEER. Any attempt to modify, reverse engineer, reverse compile, or disseminate the object code for the web application.

3. Terms of License. Subject to termination for your breach of this Agreement, this Agreement and your License will last so long as you are signed-up to use the web application. If you violate any term or condition of this Agreement, Pinnacle Courseware, Inc., or their agents may terminate this Agreement and your License immediately by giving you written notice of its termination.

4 Subscription. The web application is licensed on a monthly subscription basis. The web application will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the web application and upon acceptance of this Agreement and payment of the subscription fee for paid for versions of the web application. Access to the web application will begin (i) for trial versions after your acceptance of this Agreement and after Pinnacle Courseware, Inc. receives and processes all the information, requested in the registration process; and (ii) for paid for versions after your acceptance of this Agreement and after Pinnacle Courseware, Inc. receives and processes all the information, including bank account information requested by the registration process. You must have sufficient funds in a U.S. checking account to cover an electronic debit of the subscription fee to obtain access to the web application. The payment information you provide must be accurate and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, you then will make payment via check to Pinnacle Courseware, Inc., and thereafter will make payment at the beginning of each applicable monthly subscription term (Renewal Term) at the then-current subscription rate to maintain access to the web application.

5. Subscription Cancellation. You may discontinue your participation in and access to the web application at any time. The TOS will continue to apply to all past use of the web application by you, even if you are no longer using them. You acknowledge and agree that Pinnacle Courseware, Inc. and its affiliates may terminate or block your use of all or part of the web application, without prior notice for any reason, including, without limitation, if Pinnacle Courseware, Inc. believes you have engaged in conduct prohibited by this TOS. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the web application and may bar your access to the web application website and use of its services.

6. Registration. You must register to use the web application and (i) provide true, accurate, current and complete information as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Pinnacle Courseware, Inc. has reasonable grounds to suspect is inaccurate, not current or incomplete. Pinnacle Courseware, Inc., may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the web application or Services (or any portion thereof).

7. Changes in Web Application. Pinnacle Courseware, Inc., improves the web application from time to time and reserves the right to make changes withour notice in new releases and versions of it. Specifications may be changed in new releases and versions.

8. Links. Some links in the web application lead to sites posted by independent site owners. Because Pinnacle Courseware, Inc. has no control over these sites, Pinnacle Courseware, Inc. is not responsible for such sites' accessibility via the Internet and does not endorse products, services, or information provided by such sites. As such, Pinnacle Courseware, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any User or other Content, goods, or services available on or through any other site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between Pinnacle Courseware, Inc. and the linked sites. Pinnacle Courseware, Inc. is an independent operating company and reference to other companies do not imply any partnership, joint venture, or other legal connection where Pinnacle Courseware, Inc. would be responsible for the actions of their respective owners.

9. Disclaimer of Warranties Web Application. The Pinnacle Courseware, Inc., WEB APPLICATION IS LICENSED ON AN "AS IS" BASIS, THIS MEANS THAT YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB APPLICATION. SHOULD THE WEB APPLICATION PROVE DEFECTIVE FOLLOWING YOUR PURCHASE OF A LICENSE TO ITS USE, YOU AND NOT PINNACLE COURSEWARE, INC., OR THEIR AGENTS ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICE, REPAIR OR CORRECTION. PINNACLE COURSEWARE, INC., DISCLAIMS ALL IMPLIED WARANTIES, INCLUDING WARRANTIES OF MERCHANABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PINNACLE COURSEWARE, INC., MAKES NO REPRESENTATIONS CONCERNING THE QUALITY OF THE WEB APPLICATION AND DOES NOT PROMISE THAT THE WEB APPLICATION WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. 

10. Limitation of Liability. IN NO EVENT WILL PINNACLE COURSEWARE, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE USE OFTHE WEB APPLICATION BY ANY PERSON, WHETHER OR NOT INFORMED OF THE POSSIBILITIES OF DAMAGES IN ADVANCE. PINNACLE COURSEWARE'S TOTAL LIABILITY WITH RESPECT TO ALL CAUSES OF ACTION TOGETHER WILL NOT EXCEED AMOUNTS PAID BY YOU EITHER FOR LICENSE OF THE WEB APPLICATION. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11. Ownership Of Web Appl ication. PINNACLE COURSEWARE, INC., HAS AND WILL RETAIN ALL OWNERSHIP RIGHTS TO THE WEB APPLICATION, including all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential, and propretary information. YOU HAVE NO RIGHTS TO THE WEB APPLICATION EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT.